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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Columbia Funds Variable Series Trust II

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

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Columbia Funds Variable Series Trust II

225 Franklin Street, Boston, Massachusetts 02110

SPECIAL MEETING OF SHAREHOLDERS

To be held on August 26, 2015

Variable Portfolio – Aggressive Portfolio (the “Aggressive Portfolio”)

Variable Portfolio – Conservative Portfolio (the “Conservative Portfolio”)

Variable Portfolio – Moderate Portfolio (the “Moderate Portfolio”)

Variable Portfolio – Moderately Aggressive Portfolio (the “Moderately Aggressive Portfolio”)

Variable Portfolio – Moderately Conservative Portfolio (the “Moderately Conservative Portfolio”)

(each, a “Fund” and collectively, the “Funds”, and marketed as Portfolio Navigator Funds)

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND

AND VOTE ON THE PROPOSAL

The following Questions and Answers provide a brief overview of the matters on which you are being asked to vote. The accompanying Proxy Statement contains more detailed information about the proposal which applies to each Fund (the “Proposal”), and we encourage you to read it in its entirety before voting.

YOUR VOTE IS IMPORTANT.

The Funds are owned of record by sub-accounts of RiverSource Life Insurance Company and RiverSource Life Insurance Co. of New York (the “Participating Insurance Companies”) established to fund benefits under variable annuity contract and/or variable life insurance policies (each, a “Contract”) issued by the Participating Insurance Companies. Persons holding Contracts are referred to herein as “Contract Owners.” You are receiving the Proxy Statement and one or more voting instruction cards (the “Voting Instruction Cards”) because you are a Contract Owner with Contract values allocated to one or more of the Funds. You are being asked to provide voting instructions to the Participating Insurance Company that issued your Contract regarding the Proposal involving your Fund(s). For simplicity, references to Fund shareholders include Contract Owners.

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The proposed amendment to the IMS Agreement for each Fund would result in each Fund paying an investment advisory fee to Columbia Management for the portion of assets of each Fund invested in Non-Underlying Fund Investments. As described in the accompanying Proxy Statement, it is currently expected that each Fund will invest primarily in Underlying Funds, but the exact allocation of a Fund’s assets will vary from time to time based on market and other conditions or events. The operations and the manner in which Columbia Management manages each Fund are not expected to change other than the enhanced flexibility of investing in Non-Underlying Fund Investments. More specifically, except for the proposed change to the investment advisory fee payable by a Fund on Fund investments in Non-Underlying Fund Investments, the IMS Agreement for the Funds will remain the same in all respects, including that no investment advisory fees will be payable directly by a Fund with respect to investments in Underlying Funds, since these Underlying Funds themselves pay an investment advisory fee to Columbia Management.

The Funds do not currently pay Columbia Management a direct advisory fee because at the time the Funds were created, it was contemplated that the Funds would invest exclusively in Underlying Funds that already pay an advisory fee to, Columbia Management. A direct investment advisory fee on Fund assets invested in Non-Underlying Fund Investments will be added if the Proposal is approved for each Fund by its shareholders.

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NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS

Variable Portfolio – Aggressive Portfolio (the “Aggressive Portfolio”)

Variable Portfolio – Conservative Portfolio (the “Conservative Portfolio”)

Variable Portfolio – Moderate Portfolio (the “Moderate Portfolio”)

Variable Portfolio – Moderately Aggressive Portfolio (the “Moderately Aggressive Portfolio”)

Variable Portfolio – Moderately Conservative Portfolio (the “Moderately Conservative Portfolio”)

(each, a “Fund” and collectively, the “Funds”, and marketed as Portfolio Navigator Funds)

SPECIAL MEETING OF SHAREHOLDERS

To be held on August 26, 2015

A Special Meeting of Shareholders (the “Meeting”) of each Fund and of Columbia Funds Variable Series Trust II (the “Trust”), as a whole, will be held at 225 Franklin Street, Boston, MA 02110 (32nd Floor, Room 3200), at 10:00 a.m. (Eastern) on August 26, 2015. Columbia Management Investment Advisers, LLC (“Columbia Management”) serves as the investment manager to each of the Funds.

At the Meeting, shareholders of each Fund will be asked to:

Please take the time to read the enclosed Proxy Statement. It discusses the Proposal in more detail. If you were a shareholder of a Fund or held a Contract as of the close of business on June 26, 2015, you may submit your Voting Instruction Card(s) at the Meeting or at any adjournment of the Meeting on the Proposal. You are welcome to attend the Meeting in person. If you cannot attend in person to submit your Voting Instruction Card(s), please instruct your Participating Insurance Company by voting via mail, telephone or internet. Just follow the instructions on the enclosed Voting Instruction Cards. If you have questions, please call the Funds’ proxy solicitor toll free at 866-963-6128. It is important that you vote.

Your Board unanimously recommends that you instruct your Participating Insurance Company to vote FOR the Proposal in the Proxy Statement.

By order of the Board of Trustees,

Ryan C. Larrenaga, Secretary

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Columbia Funds Variable Series Trust II

225 Franklin Street, Boston, Massachusetts 02110

Variable Portfolio – Aggressive Portfolio (the “Aggressive Portfolio”)

Variable Portfolio – Conservative Portfolio (the “Conservative Portfolio”)

Variable Portfolio – Moderate Portfolio (the “Moderate Portfolio”)

Variable Portfolio – Moderately Aggressive Portfolio (the “Moderately Aggressive Portfolio”)

Variable Portfolio – Moderately Conservative Portfolio (the “Moderately Conservative Portfolio”)

(each, a “Fund” and collectively, the “Funds”, and marketed as Portfolio Navigator Funds)

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS

To be held on August 26, 2015

This Proxy Statement is furnished to you in connection with the solicitation of proxies by the board of trustees (the “Board”) of Columbia Funds Variable Series Trust II (the “Trust”) relating to a Special Meeting of Shareholders (the “Meeting”) of each Fund and of the Trust, as a whole, to be held at 225 Franklin Street, Boston, MA 02110 (32nd Floor, Room 3200), at 10:00 a.m. (Eastern) on August 26, 2015. It is expected that this Proxy Statement will be mailed to shareholders on or about July 15, 2015. Columbia Management Investment Advisers, LLC (“Columbia Management”) serves as the investment manager to each of the Funds.

The purpose of the Meeting is to ask Fund shareholders to:

Additional information about the Funds is available in their respective prospectus, statement of additional information and annual and semi-annual reports to shareholders. The Funds’ most recent annual and semi-annual reports previously have been mailed to shareholders. Additional copies of any of these documents are available without charge upon request by writing Columbia Management Investment Services Corp., P.O. Box 8081, Boston, MA 02266-8081 or by calling (800) 345-6611. All of these documents also are filed with the U.S. Securities and Exchange Commission (the “SEC”) and are available on the SEC’s website at www.sec.gov.

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GENERAL OVERVIEW

Proposal: Approve an Amendment to the Investment Management Services Agreement

The shareholders of each of the Funds are being asked to approve a proposed amendment to the Investment Management Services Agreement (the “IMS Agreement”) between Columbia Funds Variable Series Trust II, on behalf of the Funds (the “Trust”), and Columbia Management Investment Advisers, LLC (“Columbia Management”) that adds an investment advisory fee payable by each of the Funds for investments in certain securities and other instruments and assets. The Funds were each originally intended as a “Fund-of-Funds”, meaning that it was contemplated that all of their assets would be invested in underlying funds advised by Columbia Management that pay an advisory fee to Columbia Management (“Underlying Funds”). Each of the Funds, since their inception, has invested exclusively in Underlying Funds. As part of a plan designed to increase the return potential of the Funds, the Funds have recently expanded their investment mandate to facilitate investment in a broader range of securities and other instruments and assets, including but not limited to, exchange traded funds that do not pay an advisory fee to Columbia Management, derivatives, individual securities and other instruments and assets (“Non-Underlying Fund Investments”), in addition to shares of the Underlying Funds.

The Funds do not currently pay Columbia Management a direct advisory fee under the current IMS Agreement. The proposed amendment, if approved, will add an investment advisory fee applicable to assets of a Fund invested in Non-Underlying Fund Investments.

Except for the proposed change to the investment advisory fee payable by a Fund on Fund investments in Non-Underlying Fund Investments, the IMS Agreement for the Funds will remain the same in all respects, including providing that no investment advisory fee is payable by the Funds with respect to investments in any Underlying Funds for which an investment advisory fee is separately paid to Columbia Management. An investment advisory fee will be added if the Proposal is approved for each Fund by its shareholders. However, overall Fund expenses will decrease, increase, or remain the same, depending primarily on the “acquired fund fees and expenses”, i.e., the fees and expenses attributable to the Fund’s investments in the Underlying Funds. For example, the overall expenses paid by a Fund may decrease if the fees and expenses of the Underlying Funds are reduced due to changes in the mix of investments made in such Underlying Funds, which will change over time. Assuming the Proposal had been approved by a Fund’s shareholders at the beginning of the Fund’s last fiscal year, the Fund’s total annual operating expenses would not have increased as a result of the amendment to the IMS Agreement. See comparisons of the current and proposed investment advisory fee structure for each Fund, and gross and net expense ratios, that are included in the “Changes to Investment Advisory Fee Structure” later in this Proxy Statement.

Effectiveness of the Proposal

Approval of the Proposal by any Fund is not contingent on the approval of the Proposal by any other Fund.

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PROPOSAL – Approve an Amendment to the Investment Management Services Agreement

All Funds

Background

The Board has unanimously approved an amendment to the IMS Agreement between Columbia Management and the Trust, on behalf of each of the Funds. Under the Investment Company Act of 1940, as amended (the 1940 Act), shareholder approval is required before any Fund can implement the proposed amendment. If shareholders of any Fund do not approve the proposed amendment, such Fund will continue operating pursuant to the IMS Agreement currently in effect without regard to the amendment. In such event, Columbia Management will review with the Board the feasibility of implementing the modifications to the Funds’ investment mandate discussed below.

The Funds, since their inception, have invested exclusively in shares of the Underlying Funds. In June 2015, the Board approved modifications to the Funds’ investment mandate to facilitate investment in Non-Underlying Fund Investments, in addition to shares of the Underlying Funds. Columbia Management and the Board believe that these modifications will facilitate each Fund’s ability to make tactical portfolio changes and better manage cash flows. Any Fund allocation of assets to Non-Underlying Fund Investments will result in a corresponding reduction in Fund assets that can be invested in the shares of the Underlying Funds. Columbia Management is not currently directly compensated for its investment advisory services to the Funds in connection with the Funds’ investments in the Underlying Funds, although it receives investment advisory fees for managing the respective assets of the Underlying Funds.

The proposed amendment, if approved, will add an investment advisory fee applicable to assets of a Fund invested in Non-Underlying Fund Investments. The proposed amendment to the IMS Agreement, while enhancing the Funds’ flexibility, will also bring the fee structure of the Funds into conformity with that of certain other similarly managed funds advised by Columbia Management that invest in these Non-Underlying Fund Investments.

More specifically, the proposed amendment to the IMS Agreement for each Fund would reflect a two-part advisory fee schedule comprised of (i) 0.00% on the Fund’s assets that are invested in Underlying Funds; and (ii) 0.66% on the first $0.5 billion gradually reducing to 0.49% on the Fund’s assets invested in Non-Underlying Fund Investments.

While the proposed amendment would add an investment advisory fee if the Proposal is approved for each Fund, overall Fund expenses will decrease, increase, or remain the same, depending primarily on the “acquired fund fees and expenses”, i.e., the fees and expenses attributable to the Fund’s investments in the Underlying Funds. For example, the overall expenses paid by a Fund may decrease if the fees and expenses of the Underlying Funds are reduced due to the mix of investments made in such Underlying Funds, which will change over time. It is currently expected that each Fund will invest primarily in Underlying Funds, but the exact allocation of a Fund’s assets will vary from time to time based on market and other conditions or events. Assuming the Proposal had been approved by a Fund’s shareholders at the beginning of the Fund’s last fiscal year, the Fund’s total annual operating expenses would not have increased as a result of the amendment to the IMS Agreement. See comparisons of the current and proposed investment advisory fee structure for each Fund, and gross and net expense ratios, that are included in the “Changes to Investment Advisory Fee Structure” later in this Proxy Statement.

The operations and the manner in which Columbia Management manages each Fund are not expected to change other than the enhanced flexibility of investing in Non-Underlying Fund Investments that Columbia Management seeks to implement within the Funds. More specifically, except for the proposed change to the investment advisory fee payable by a Fund on Fund investments in Non-Underlying Fund Investments, the IMS Agreement for the Funds will remain the same in all respects, including that no investment advisory fees will be payable directly by a Fund with respect to investments in Underlying Funds, since these Underlying Funds themselves pay an investment advisory fee to Columbia Management.

A description of key terms and provisions of the IMS Agreement follows. Additional details about the effects of the proposed amendment on the Funds’ fee rates are set forth under “Changes to Investment Advisory Fee Structure” and “Board Considerations” below. Additional information about Columbia Management is provided in Appendix A. A list of comparable funds for which Columbia Management serves as investment adviser is provided in Appendix B.

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Description of IMS Agreement

The current IMS Agreement is dated as of March 1, 2011 and was last approved by shareholders of the Funds at a joint special meeting of such shareholders that was held on February 15, 2011.

The IMS Agreement generally provides that, subject to oversight by the Board and the authorized officers of the Trust, Columbia Management agrees to: continuously furnish the Funds with investment advice; to determine, consistent with each Fund’s investment objectives, strategies and policies as from time to time set forth in its then-current prospectus or statement of additional information, or as otherwise established by the Board, which investments, in Columbia Management’s discretion, shall be purchased, held or sold, and to execute or cause the execution of purchase or sell orders; to recommend changes to investment objectives, strategies and policies to the Board, as Columbia Management deems appropriate; to perform investment research and prepare and make available to the Funds research and statistical data in connection therewith; and to furnish all other services of whatever nature that Columbia Management from time to time reasonably determines to be necessary or useful in connection with the investment management of the Funds.

Under the IMS Agreement, Columbia Management, in executing portfolio transactions and selecting brokers or dealers for a Fund, agrees to seek to obtain best execution. Columbia Management may consider not only available prices (including commissions or mark-up), but also other relevant factors, such as, without limitation, the characteristics of the security being traded, the size and difficulty of the transaction, the execution, clearance and settlement capabilities as well as the reputation, reliability, and financial soundness of the broker-dealer selected, the broker-dealer’s risk in positioning a block of securities, the broker-dealer’s execution service rendered on a continuing basis and in other transactions, the broker-dealer’s expertise in particular markets, and the broker-dealer’s ability to provide research services. To the extent permitted by law, and consistent with its obligation to seek best execution, Columbia Management may, except where otherwise directed by the Board, execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Columbia Management determines, in good faith that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Columbia Management’s overall responsibilities with respect to the Fund and other clients for which it acts as investment adviser. Columbia Management shall not consider the sale or promotion of shares of the Funds, or other affiliate products, in the selection of broker-dealers through which transactions are executed.

The IMS Agreement contemplates the engagement by Columbia Management of subadvisers for the Funds, and provides that Columbia Management may subcontract and pay for certain of the services described under the IMS Agreement, with the further understanding that the quality and level of services required to be provided under the agreement will not be diminished thereby and with the understanding that Columbia Management will obtain the approval of the Board and/or a Fund’s shareholders as required by applicable law, rules, regulations promulgated thereunder, the terms of the IMS Agreement, resolutions of the Board and Columbia Management’s commitments. At present, there are no sub-advisers retained for the Funds.

The IMS Agreement also contemplates that Columbia Management will provide support as required or requested by the Board with respect to voting proxies solicited by or with respect to the issuers of securities owned by a Fund. The IMS Agreement also contemplates that Columbia Management may vote proxies and provide or withhold consents as directed by the Board from time to time.

The IMS Agreement generally requires that all information provided by a Fund to Columbia Management and vice versa be treated as confidential and non-disclosable to unaffiliated third parties except under limited circumstances. The IMS Agreement also generally requires books and records to be maintained by Columbia Management on behalf of a Fund.

In June 2015, the Board approved combining the Trust’s Administrative Services Agreement with the IMS Agreement, with the combination of the two agreements resulting in a single agreement (the “Combined IMS/Administrative Agreement”) to become effective on May 1, 2016. As a result of this combination, effective May 1, 2016, the Fund’s management fees will reflect the combined then-current advisory fees and administrative service fees under the two agreements as of such date. More specifically, if shareholders approve the amendment to the IMS Agreement, the Combined IMS/Administrative Agreement (when it becomes effective) will include the advisory fee on the portion of assets of each Fund invested in Non-Underlying Fund Investments. In the event the shareholders do not approve the amendment to the IMS Agreement, the Combined IMS/Administrative Agreement (when it becomes effective) will not reflect an advisory fee on any portion of assets of each Fund invested in Non-Underlying Fund Investments.

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Fees

As described above, the Funds do not currently pay Columbia Management a direct advisory fee under the current IMS Agreement, but Columbia Management receives an advisory fee for managing the assets of the Underlying Funds. The amounts that would have been paid by each Fund if the proposed advisory fee rate had been in effect for the last fiscal year are described in the “Changes to Investment Advisory Fee Structure” section below, along with information about the current and proposed advisory fee rates for each Fund. The current and proposed fee and expense tables for each Fund are described in the “Comparison of Current and Proposed Annual Operating Expenses of the Funds” section later in this Proxy Statement.

Columbia Management is solely responsible for compensating any subadviser(s) for performing any of the duties delegated to them. Currently, Columbia Management has not engaged any subadvisers to provide advisory services directly to the Funds.

Payment of Expenses

The IMS Agreement requires Columbia Management to furnish at its expense the office space, supplies, equipment, clerical help and other personnel and services required to render its investment management services and to pay the compensation of the trustees or officers of the Trust who are directors, officers, or employees of Columbia Management (except to the extent that the Board specifically approves the payment by the Fund of all or a portion of such compensation). The IMS Agreement specifically provides that, except to the extent expressly assumed by Columbia Management, and except to the extent required by law to be paid or reimbursed by Columbia Management, Columbia Management will have no duty to pay any Fund operating expenses incurred in the organization and operation of the Fund.

Limits of Liability

Under the IMS Agreement, and subject to U.S. federal securities laws, neither Columbia Management nor any of its directors, officers, partners, principals, employees or agents will be liable for any acts or omissions or for any loss suffered by a Fund or the Fund’s shareholders or creditors, except for a loss resulting from willful misfeasance, bad faith or negligence on its part in the performance of its duties under the IMS Agreement or reckless disregard of its obligations or duties under the IMS Agreement.

Changes to Investment Advisory Fee Structure

The Board has approved, and recommends that shareholders of each Fund approve, an amendment to the IMS Agreement between Columbia Management and the Trust, on behalf of the Funds, that would add a new direct investment advisory fee payable by each Fund. Except for the proposed investment advisory fee, the IMS Agreement will remain the same in all respects.

The Funds, since their inception, have invested exclusively in shares of the Underlying Funds. In June 2015, the Board approved modifications to the Funds’ investment mandate to facilitate investment in Non-Underlying Fund Investments, in addition to shares of the Underlying Funds. The proposed amendment, if approved, will add an investment advisory fee applicable to assets of a Fund invested in Non-Underlying Fund Investments.

The proposed amendment to the IMS Agreement for each Fund would reflect a two-part advisory fee schedule comprised of (i) 0.00% on the Fund’s assets that are invested in Underlying Funds; and (ii) 0.66% on the first $0.5 billion gradually reducing to 0.49% on the Fund’s assets invested in Non-Underlying Fund Investments. It is currently expected that each Fund will invest primarily in Underlying Funds, but the exact allocation of a Fund’s assets will vary from time to time based on market and other conditions or events.

Comparison of Current and Proposed Annual Operating Expenses of the Funds

The tables below compare each Fund’s annual operating expenses for the fiscal year ended December 31, 2014 to the Fund’s pro forma expenses, assuming the Proposal had been approved by the Fund’s shareholders at the beginning of that fiscal year. The pro forma expenses show what the Fund’s expenses would have been for the prior fiscal year if the Proposal had been in effect.

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Aggressive Portfolio

Expense example: This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Conservative Portfolio

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Expense example: This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Moderate Portfolio

Expense example: This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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Moderately Aggressive Portfolio

Expense example: This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Moderately Conservative Portfolio

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Expense example: This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Comparison of Current and Proposed Advisory Fees

The Funds do not pay Columbia Management a direct advisory fee under the current IMS Agreement. The amounts that would have been paid by each Fund if the proposed fee had been in effect for the last fiscal year are set forth in the table below. The advisory fees indicated below that would have been paid under the proposed advisory fee schedule assume that each Fund’s assets (using the average net assets of a Fund during its last fiscal year) are allocated throughout the last fiscal year using the currently contemplated allocations between investments in Underlying Funds and Non-Underlying Fund Investments for each Fund.

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The following table shows the fees paid by each Fund to Columbia Management, an affiliated person of Columbia Management, and/or an affiliated person of such affiliated person of Columbia Management (together with any affiliated person of Columbia Management, the “Affiliates”) at the end of each Fund’s last fiscal year:

Board Considerations

In June 2015, the Board unanimously approved the proposed amendment to the IMS Agreement on behalf of the Funds, subject to shareholder approval. The Board also considered that, if the amendment is approved by shareholders, as of May 1, 2016, the Combined IMS/Administrative Agreement would take effect and reflect the imposition of the advisory fees on Non-Underlying Fund Investments. The Board, including the trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust (the “Independent Trustees”), requested and evaluated materials from, and were provided materials and information regarding the IMS Agreement and the proposed amendment by, Columbia Management.

The Board considered all materials that it, its legal counsel or Columbia Management believed reasonably necessary to evaluate and to determine whether to approve the amendment to the IMS Agreement. In this regard, the Board considered, among other factors, the following specific factors relating to the proposed amendment in recommending approval and approving the amendment to the IMS Agreement, subject to shareholder approval, for each Fund:

In addition, in deciding to approve the amendment to the IMS Agreement, the Board considered the factors and conclusions described below, as they related to the Funds, that led the Board to approve earlier in the June meeting the renewal of the IMS Agreement for each Fund in June 2015 (for a period expiring on May 1, 2016).

In considering the renewal of the IMS Agreement for each Fund at the June Meeting, Independent Legal Counsel reviewed with the Independent Trustees various factors relevant to the Board’s consideration of advisory agreements and the Board’s legal responsibilities related to such consideration. Following an analysis and discussion of the factors identified below, the Board, including all of the Independent Trustees: (i)approved the renewal of the IMS Agreement for each Fund, and (ii) approved the Combined IMS/Administrative Agreement for each Fund, as explained below.

Nature, Extent and Quality of Services Provided by Columbia Management

The Independent Trustees analyzed various reports and presentations they had received detailing the services performed by Columbia Management, as well as its expertise, resources and capabilities. The Independent Trustees specifically considered many developments during the past year concerning the services provided by Columbia Management, including, in particular, the Global Asset Allocation team and other leadership changes in the Columbia Management investment department. The Independent Trustees also took into account the Global Asset Management Initiative’s facilitation of greater collaboration across Columbia Threadneedle, and the restructuring of the risk management department with new U.S. leadership of investment risk. The Independent Trustees also noted the information they received concerning Columbia Management’s ability to retain its key portfolio management personnel.

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The Independent Trustees also evaluated the proposed combination of the services and fees under the IMS Agreement and Administrative Services Agreement into a single form of agreement, the Combined IMS/Administrative Agreement, to take effect on May 1, 2016 (the “Effective Date”), with no proposed change in the nature and level of services provided by Columbia Management to the Funds under these two agreements. The Independent Trustees also observed that the proposed fees to be paid under the Combined IMS/Administrative Agreement would be equal to the fees paid separately under the IMS Agreement (which would include the advisory fees paid on Non-Underlying Fund Investments if the amendment to the IMS Agreement is approved by shareholders) and the Administrative Services Agreement in effect as of the Effective Date. They further considered that given that the Combined IMS/Administrative Agreement is proposed to take effect on the Effective Date, the renewal of the current form of IMS Agreement and, separately, the current form of Administrative Services Agreement is proposed to have a term expiring upon the Effective Date.

In evaluating the quality of services provided under the IMS Agreement and Administrative Services Agreement, as applicable to each Fund, the Independent Trustees also took into account the organization and strength of the compliance programs of each Fund and each Fund’s service providers. In addition, the Board also reviewed the financial condition of Columbia Management (and its affiliates) and each entity’s ability to carry out its responsibilities under the IMS Agreement, the Administrative Services Agreement and each Fund’s other services agreements with affiliates of Ameriprise Financial, Inc. (Ameriprise Financial), observing the financial strength of Ameriprise Financial, with its solid balance sheet. The Board also discussed the acceptability of the terms of the IMS Agreement (including the relatively broad scope of services required to be performed by Columbia Management) and the Combined IMS/Administrative Agreement. The Board concluded that the services being performed under the IMS Agreement (and, with respect to the proposed Combined IMS/Administrative Agreement, the services currently provided under the Administrative Services Agreement) were of a reasonably high quality.

Based on the foregoing, and based on other information received (both oral and written, including the information on investment performance referenced below) and other considerations, the Board concluded that Columbia Management and its affiliates were in a position to continue to provide a high quality and level of services to each Fund.

Investment Performance

For purposes of evaluating the nature, extent and quality of services provided under the IMS Agreement and Combined IMS/Administrative Agreement, the Board carefully reviewed the investment performance of each Fund. In this regard, the Board considered detailed reports providing the results of analyses performed by an independent organization showing, for various periods, the performance of each Fund, the performance of a benchmark index, the percentage ranking of the Fund among its comparison group and the net assets of each Fund. The Board observed that each Fund generally underperformed its benchmark during various periods, but noted that appropriate steps (such as changes to the portfolio management team and a modified investment approach) had recently been taken to help improve the Fund’s performance.

Comparative Fees, Costs of Services Provided and the Profits Realized by Columbia Management and its Affiliates from their Relationships with the Funds

The Board reviewed comparative fees and the costs of services provided under the IMS Agreement. The Board members considered detailed comparative information set forth in an annual report on fees and expenses, including, among other things, data (based on analyses conducted by an independent organization) showing a comparison of each Fund’s expenses with median expenses paid by funds in its comparative peer universe, as well as data showing the Fund’s contribution to Columbia Management’s profitability.

The Board accorded particular weight to the notion that the level of fees should reflect a rational pricing model applied consistently across the various product lines in the fund family, while assuring that the overall fees for each Fund (with few defined exceptions) are generally in line with the “pricing philosophy” currently in effect (i.e., that the total expense ratio of the Fund is no higher than the median expense ratio of funds in the same comparison universe of the Fund). The Board noted the rationale for according weight to each Fund’s direct expenses, as

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opposed to its total expense ratios, which also include indirect expenses (i.e., the expenses incurred by the Underlying Funds in which each Fund invests). In this regard, the Board noted that each Fund’s direct and indirect total expense ratios are below the median ratio for each Fund’s peer universe. It was observed that a proposal concerning the Funds’ fee structure is expected to be considered later on in the Board meeting (and which is subject to shareholder approval) which, if adopted, would result in each Fund paying an investment advisory fee to Columbia Management for the portion of assets of each Fund invested in Non-Underlying Fund Investments. The Board further observed that even if implemented, the modified fee structure is not expected to result in any material increase in expense ratios for the Funds (including direct and indirect expenses). Based on its review, the Board concluded that each Fund’s fee was fair and reasonable in light of the extent and quality of services that the Funds receive.

The Board also considered the expected profitability of Columbia Management and its affiliates in connection with Columbia Management providing investment management and administrative services to each of the Funds. In this regard, the Board referred to a detailed profitability report that discussed the profitability to Columbia Management and Ameriprise Financial from managing, operating and distributing the Funds. In this regard, the Board observed that: (i) a report provided to the Board by an independent consulting firm, JDL Consultants, LLC, concluded that 2014 profitability was reasonable; (ii) 2014 profitability only moderately exceeded 2013 levels; and (iii) 2014 profitability is in line with profitability levels of industry competitors. It also took into account the indirect economic benefits flowing to Columbia Management or its affiliates in connection with managing or distributing the Funds, such as the enhanced ability to offer various other financial products to Ameriprise Financial customers, soft dollar benefits and overall reputational advantages. The Board noted that the fees paid by each Fund should permit Columbia Management to offer competitive compensation to its personnel, make necessary investments in its business and earn an appropriate profit. The Board concluded that profitability levels were reasonable.

Economies of Scale to be Realized

Given that the Funds do not currently pay any advisory fees, the Board determined not to accord weight to the lack of any material economies of scale associated with the growth of each of the Funds.

Based on the foregoing, the Board, including all of the Independent Trustees, concluded that the investment management and administrative service fees were fair and reasonable in light of the extent and quality of services provided. In reaching this conclusion, no single factor was determinative. On June 17, 2015, the Board, including all of the Independent Trustees, approved: (i) the renewal of the IMS Agreement and (ii) the Combined IMS/Administrative Agreement to take effect on the Effective Date (thereby replacing the corresponding IMS Agreement and Administrative Services Agreement in effect immediately prior to such date).

Based on all of the foregoing, the Board concluded that the amendment to the IMS Agreement for each Fund was acceptable. Accordingly, the Board unanimously approved the amendment to the IMS Agreement with respect to each Fund, subject to shareholder approval, and unanimously recommends that shareholders of each Fund instruct the Participating Insurance Company to vote “FOR” the approval of the Proposal.

If shareholders of a Fund approve the amendment to the IMS Agreement, the amendment will take effect for the Fund shortly after the Meeting. If shareholders of any Fund do not approve the proposed amendment, such Fund will continue to operate pursuant to the IMS Agreement currently in effect without regard to the amendment. In such event, Columbia Management will review with the Board the feasibility of implementing the modifications to the Funds’ investment mandate discussed above.

Required Vote and Recommendation

For each Fund, approval of the amendment to the IMS Agreement requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of such Fund or (ii) 67% or more of the outstanding voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present at the Meeting in person or represented by proxy. All shares of a Fund vote together as a single class on the Proposal. Each Fund’s shareholders vote separately from each other Fund’s shareholders on the Proposal.

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THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS INSTRUCT THE

PARTICIPATING INSURANCE COMPANY TO VOTE FOR THE APPROVAL OF THE PROPOSED

AMENDMENT TO THE IMS AGREEMENT.

PROXY VOTING AND SHAREHOLDER MEETING INFORMATION

Proxy Solicitation

If you properly authorize your proxy through the internet or telephonically, or by executing and returning the enclosed Voting Instruction Cards, and your proxy is not subsequently revoked, your votes will be cast at the Meeting. If you give instructions, your votes will be cast in accordance with your instructions. If you return your signed Voting Instruction Cards without instructions, your votes will be cast FOR the approval of the proposed amendment to the IMS Agreement between Columbia Funds Variable Series Trust II, on behalf of a Fund, and Columbia Management. Your votes will be cast in the discretion of the proxy holders on any other matter that may properly come before the Meeting, including, but not limited to, proposing and/or voting on the adjournment and/or postponement of the Meeting with respect to the Proposal in the event that a quorum is not obtained and/or sufficient votes in favor of the Proposal are not received. Approval of the Proposal by a Fund is not contingent on the approval of the Proposal by any other Fund.

Revocation of Proxies

If you execute and submit a proxy, you may revoke that proxy or change it by written notice to the Funds’ proxy solicitor at Computershare Fund Services, c/o Operation Department, 280 Oser Avenue, Hauppauge, NY 11788, by submitting a subsequently executed and dated Voting Instruction Cards, by authorizing your proxy by telephone or internet, or by attending the Meeting and submitting your Voting Instruction Card in person, or as otherwise permitted. Attending the Meeting in person will not automatically revoke your prior proxy. If you intend to submit your Voting Instruction Card in person at the Meeting, please call 866-963-6128 to obtain important information regarding your attendance at the Meeting, including directions.

Quorum and Methods of Tabulation

For each Fund, ten percent (10.0%) of the shares of a Fund entitled to vote, present in person or by proxy, constitutes a quorum of such Fund. Abstentions will be treated as present for purposes of determining a quorum. A quorum of each Fund is required to take action on the Proposal.

In the event that a quorum of shareholders of a Fund is not present at the Meeting or, even if such a quorum is so present, in the event that sufficient votes in favor of the Proposal are not received and tabulated prior to the time the Meeting is called to order, the Meeting may be adjourned and/or postponed with respect to one or more Funds or the Trust and/or with respect to the Proposal by the vote of a majority of the shares represented at the Meeting, either in person or by proxy, and further solicitations may be made.

Shareholders of record of each Fund at the close of business on June 26, 2015 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting. The number of outstanding shares of each class of shares of each Fund held on the Record Date is listed in Appendix C. Shareholders of the Funds are entitled to one vote for each dollar of net asset value (number of shares owned times net asset value per share) and each fractional dollar amount is entitled to a proportionate fractional vote.

Required Vote

For each Fund, approval of the Proposal requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of the Fund or (ii) 67% or more of the outstanding voting securities of the Fund that are present at the Meeting if more than 50% of the outstanding voting securities of such Fund are present at the Meeting in person or represented by proxy. All shares of a Fund vote together as a single class on the Proposal, and each Fund’s shareholders vote separately from shareholders of other Funds that are voting on the same Proposal.

Effect of Abstentions

For all matters to be voted upon, an abstention will not be considered a vote cast; however, an abstention will be counted for purposes of attaining a quorum. Abstentions will have the same effect as a vote against the Proposal.

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OTHER INFORMATION

Current Service Providers

Columbia Management, located at 225 Franklin Street, Boston, Massachusetts 02110, serves as the investment manager and administrator of the Funds. Columbia Management Investment Distributors, Inc., also located at 225 Franklin Street, Boston, Massachusetts 02110, serves as the principal underwriter of the Funds. The Funds paid no commissions to any affiliated brokers during each Fund’s most recent fiscal year.

Other Matters to Come Before the Meeting

Columbia Management does not know of any matters to be presented at the Meeting other than the Proposal described in this Proxy Statement. If other business should properly come before the Meeting, the persons named as proxies will vote thereon in accordance with their best judgment.

The Trust does not regularly hold annual shareholder meetings, but may from time to time schedule special meetings. In accordance with the regulations of the SEC, in order to be eligible for inclusion in the Trust’s proxy statement for such a meeting, a shareholder proposal must be received a reasonable time before the Trust prints and mails its proxy statement.

Principal Shareholders

Appendix D to this Proxy Statement lists the persons that, to the knowledge of the Funds, owned beneficially 5% or more of the outstanding shares of any class of any Fund as of the Record Date. A shareholder who owns beneficially, directly or indirectly, more than 25% of any Fund’s voting securities is presumed to be a “control person” (as defined in the 1940 Act) of such Fund. The Trustees and officers of the Trusts, in the aggregate, owned less than 1% of each class of each Fund’s outstanding shares as of the Record Date.

Expenses and Solicitation Activities

For the Funds, the expenses incurred in connection with the solicitation of proxies for the Meeting, including preparation, filing, printing, mailing and solicitation expenses, legal fees, out-of-pocket expenses and expenses of any proxy solicitation firm, will be paid separately by Columbia Management or an affiliated company and not by the Funds. In addition to the use of the mails, proxies may be solicited personally or via facsimile, telephone or the Internet by trustees, officers and employees of the Trusts, Columbia Management and Columbia Management Investment Distributors, Inc. The Funds have engaged Computershare Fund Services to assist in soliciting at an estimated cost of approximately $310,000, all of which will be paid by Columbia Management or an affiliated company on behalf of the Funds. The agreement with Computershare provides for indemnification of Computershare in certain circumstances and requires Computershare to keep certain information confidential.

Proxy Statement Delivery

“Householding” is the term used to describe the practice of delivering one copy of a document to a household of shareholders instead of delivering one copy of a document to each shareholder in the household. Shareholders of the Funds who share a common address and who have not opted out of the householding process should receive a single copy of the Proxy Statement together with one Voting Instruction Cards or Voting Instruction Card, as applicable, for each account. If you received more than one copy of the Proxy Statement, you may elect to household in the future; if you received a single copy of the Proxy Statement, you may opt out of householding in the future. In any event, you can obtain an additional copy of this Proxy Statement or ask questions about this Proxy Statement by calling the Participating Insurance Company that issued your Contract or contact Computershare at 866-963-6128.

Shareholder Reports

The Funds’ most recent semi-annual and annual reports previously have been mailed to shareholders. Each Fund will furnish, without charge, a copy of its most recent annual report and its most recent semiannual report subsequent to such annual report, to its shareholders on request. Additional copies of any of these documents are available by writing Columbia Management Investment Services Corp., P.O. Box 8081, Boston, MA 02266-8081 or by calling (800) 345-6611. All of these documents also are filed with the SEC and are available on the SEC’s website at www.sec.gov.

PROMPT EXECUTION AND RETURN OF THE ENCLOSED VOTING INSTRUCTION CARD IS REQUESTED. A PRE-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE, AND TELEPHONE AND INTERNET VOTING IS AVAILABLE.

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By order of the Board of Trustees,

Ryan C. Larrenaga, Secretary

It is important that you submit your voting instructions promptly. All Contract Owners are urged to submit their voting instructions as soon as possible by accessing the Internet site listed on the enclosed Voting Instruction Card, by calling the toll-free number listed on the enclosed Voting Instruction Card, or by mailing the enclosed Voting Instruction Card in the enclosed return envelope, which requires no postage if mailed in the United States. To enter the Meeting, you will need proof of ownership of the shares of the relevant Fund, such as your Voting Instruction Card (or a copy thereof).

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APPENDIX A

More Information About Columbia Management

Executive Officers and Directors of Columbia Management

Columbia Management is a wholly owned subsidiary of Ameriprise Financial, Inc. The principal offices of Ameriprise Financial, Inc. are located at 1099 Ameriprise Financial Center, Minneapolis, MN 55474. The following is a current list of executive officers and directors of Columbia Management, and their current position(s) with the Trust, if any:

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APPENDIX B

Comparable Funds for Which Columbia Management Serves as Investment Adviser

Columbia Management currently manages certain funds with investment objectives that are similar to those of the Funds. The table below identifies each such fund, its net assets as of December 31, 2014, and Columbia Management’s investment advisory fee rate with respect to that fund. These funds, like the Funds, will in the future have combined advisory fees and administrative services fees. The combination of such fees is not reflected in the table below.

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APPENDIX C

Fund Shares Outstanding

As of the Record Date, each Fund had outstanding the following number of shares of the classes indicated below.

Number of Votes to which Each Class is Entitled

As of the Record Date, each class of each Fund is entitled to the following number of votes:

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APPENDIX D

Fund Principal Holders and Control Persons

As of the Record Date, the name, address and percentage of ownership of each person who may be deemed to be a “principal holder” (i.e., owns of record or is known by the Trust to own beneficially 5% or more of any class of a Fund’s outstanding shares) and each investor who owned 25% or more of a Fund’s shares (all share classes taken together) is listed below. Investors who own more than 25% of a Fund’s shares may be presumed under securities laws to control the Fund and may be able to determine the outcome of issues that are submitted to shareholders for vote.

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S-6534-23 A (7/15)

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EVERY SHAREHOLDER’S VOTE IS IMPORTANT

				EASY VOTING OPTIONS:
						VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours
						VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours
						VOTE BY MAIL Vote, sign and date this Proxy Card and return in  the postage-paid envelope
						VOTE IN PERSON Attend Shareholder Meeting 225 Franklin Street 32nd Floor Room 3200 Boston, MA 02110 on August 26, 2015

Please detach at perforation before mailing.

The undersigned shareholder of the Fund or Funds named below hereby acknowledges receipt of the Notice of Special Meeting and Proxy Statement for the special meeting of shareholders (for each Fund and the Trust as a whole, including any postponements or adjournments thereof, the “Meeting”) to be held at 225 Franklin Street, Floor 32 Room 3200, Boston, MA 02110, on August 26, 2015, at 10:00 a.m. Eastern Time, and, revoking any previous proxies, hereby appoints William P. Carmichael, Michael G. Clarke, Joseph D’Alessandro, Michael DeFao, Joseph F. DiMaria, Paul B. Goucher, Ryan C. Larrenaga, Christopher O. Petersen, Scott R. Plummer, and Julian Quero (the “Proxies”) (or any of them) as proxies for the undersigned, with full power of substitution in each of them, to attend the Meeting and to cast on behalf of the undersigned all the votes the undersigned is entitled to cast at the Meeting and otherwise represent the undersigned at the Meeting with all the powers possessed by the undersigned as if personally present at the Meeting.

YOUR VOTE IS IMPORTANT. Mark, sign, date and return this proxy card as soon as possible.

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EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to be Held on August 26, 2015.

This Proxy Statement and the Notice of Special Meeting are available at:

https://www.proxy-direct.com/col-26799

IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,

YOU NEED NOT RETURN THIS PROXY CARD

Please detach at perforation before mailing.

THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE PROPOSAL BELOW. THE PROXIES ARE ALSO AUTHORIZED TO VOTE UPON ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT(S) THEREOF, INCLUDING ANY ADJOURNMENT(S) NECESSARY TO OBTAIN QUORUMS AND/OR APPROVALS.

PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:  ¢

EVERY VOTE IS IMPORTANT! PLEASE VOTE TODAY USING ONE OF THE FOUR AVAILABLE OPTIONS!

COL_26799_061715

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EVERY VOTE IS IMPORTANT

				EASY VOTING OPTIONS:
						VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours
						VOTE BY PHONE Call 1-866-298-8476 Follow the recorded instructions available 24 hours
						VOTE BY MAIL Vote, sign and date this Voting Instruction Card and return in the postage-paid envelope
						VOTE IN PERSON Attend Shareholder Meeting 225 Franklin Street 32nd Floor Room 3200 Boston, MA 02110 on August 26, 2015

Please detach at perforation before mailing.

INSURANCE COMPANY DROP-IN

The above-referenced insurance company (the “Company”) is using this Voting Instruction Card to solicit voting instructions from its contract owners who hold unit values in a separate account of the Company that invests in the below-named fund(s) (the “Fund”).

The undersigned contract owner instructs the Company to vote, at the Special Meeting of Shareholders and at any adjournments or postponements thereof (the “Meeting”), all shares of the Fund(s) attributable to his or her contract or interest in the relevant separate account as directed below. The undersigned acknowledges receipt of the Fund’s Notice of Special Meeting of Shareholders and Proxy Statement.

If you sign below but do not mark instructions, the Company will vote all shares of the Fund(s) attributable to your account value FOR the proposal. If you fail to return this Voting Instruction Card, the Company will vote all shares attributable to your account value in proportion to the timely voting instructions actually received from contract owners in the separate account.

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EVERY VOTE IS IMPORTANT!

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to be Held on August 26, 2015.

This Proxy Statement and the Notice of Special Meeting are available at:

https://www.proxy-direct.com/col-26799

IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,

YOU NEED NOT RETURN THIS VOTING INSTRUCTION CARD

Please detach at perforation before mailing.

THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE PROPOSAL BELOW. THE PROXIES ARE ALSO AUTHORIZED TO VOTE UPON ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT(S) THEREOF, INCLUDING ANY ADJOURNMENT(S) NECESSARY TO OBTAIN QUORUMS AND/OR APPROVALS.

PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:  ¢

EVERY VOTE IS IMPORTANT! PLEASE VOTE TODAY USING ONE OF THE FOUR AVAILABLE OPTIONS!

COL_26799_061715-VI